Exhibit 10.15
ECONOMIC VALUE ADDED BONUS PLAN
FOR
EXECUTIVE OFFICERS
AND
SENIOR MANAGERS
Effective February 27, 1995
as
Amended August 24, 1999, August 21, 2001, October 23, 2001,
May
20, 2003 and August 17, 2004
ECONOMIC VALUE ADDED BONUS PLAN
FOR
EXECUTIVE OFFICERS
AND
SENIOR MANAGERS
TABLE
OF CONTENTS
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Page
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I.
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Plan Objectives
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1
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II.
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Plan Administration
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1
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III.
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Definitions
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1
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IV.
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Eligibility
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5
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V.
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Individual Participation Levels
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6
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VI.
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Performance Factors
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6
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VII.
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Change in Status During Plan Year
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9
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VIII.
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Bonus Paid and Bonus Bank
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11
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IX.
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Administrative Provisions
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14
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X.
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Miscellaneous
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15
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Exhibit A
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I.
PLAN OBJECTIVES
A. To promote the
maximization of shareholder value over the long term by providing
incentive compensation to key employees of STRATTEC SECURITY
CORPORATION (the "Company") in a form which is designed to
financially reward participants for an increase in the value of the
Company.
B. To provide competitive
levels of compensation that enable the Company to attract and
retain employees who can have a positive impact on the economic
value of the Company.
C. To encourage teamwork
and cooperation in the achievement of Company goals.
II.
PLAN ADMINISTRATION
The Compensation Committee of the
Company’s Board of Directors (the "Compensation Committee")
shall be responsible for the design, administration, and
interpretation of the Plan.
III.
DEFINITIONS
A. " Accrued Bonus
" means the bonus, which may be negative or positive, which is
calculated in the manner set forth in Section V.A.
B. '' Actual EVA "
means the EVA as calculated for the relevant Plan Year.
C. " Capital "
means the Company's average monthly net operating capital employed
for the Plan Year, calculated as follows:
Current Assets
-
Current Interest Bearing Assets
+ Bad Debt Reserve
+ LIFO Reserve
- Future Income Tax
Benefits
- Current
Noninterest-Bearing Liabilities
+ Property, Plant,
Equipment, (Net)
- Construction in
Progress
(+/-)
Unusual Capital
Items
D. " Capital
Charge " means the deemed opportunity cost of employing Capital
in the Company's business, determined as follows:
Capital Charge =
Capital x Cost of Capital
E. " Company "
means STRATTEC SECURITY CORPORATION. The Company's Compensation
Committee may act on behalf of the Company with respect to this
Plan.
F. " Cost of
Capital " means the weighted average of the cost of equity and
the after tax cost of debt for the relevant Plan Year. The Cost of
Capital will be determined by the Compensation Committee prior to
each Plan Year, consistent with the following methodology:
(a) Cost of Equity = Risk
Free Rate + (Business Risk Index x Average Equity Risk Premium)
(b)
Debt Cost of Capital = Debt Yield x (1 - Tax
Rate)
(c) The weighted average
of the Cost of Equity and the Debt Cost of Capital is determined by
reference to the expected debt-to-capital ratio
where the Risk Free Rate is the average daily
closing yield rate on 10 year U.S. Treasury Bonds for an
appropriate period (determined by the Compensation Committee from
time to time) preceding the relevant Plan Year, the Business Risk
Index is determined by reference to an auto supply industry factor
selected by the Compensation Committee, the Average Equity Risk
Premium is 6%, the Debt Yield is the weighted average yield of all
borrowing included in the Company's permanent capital, and the tax
rate is the combination of the relevant corporate Federal and state
income tax rates.
The Compensation Committee will review the
Cost of Capital annually and make appropriate adjustments only if
the calculated Cost of Capital changes by more than 1% from that
used during the prior Plan Year.
G. " Earned Wages "
includes:
(1) For Participants who are
employed by the Company, all wages paid in the Plan Year, excluding
employment signing bonuses, EVA bonus payments, reimbursement or
other expense allowances, imputed income, value of fringe benefits
(cash and non-cash), moving reimbursements, welfare benefits and
special payments.
(2) For Participants who
are employed by STRATTEC de Mexico S.A. de C.V. and STRATTEC
Componentes Automotrices S.A. de C.V., the “Base
Salary”. Base Salary includes regular salary, holidays and
vacations paid during the Plan Year. Base Salary does not include
overtime, profit sharing, Christmas bonuses, vacation premiums,
signing bonuses, EVA bonus payments, reimbursements and other
expense allowances, imputed income, the value of fringe benefits
(cash and non-cash), moving reimbursements and special
payments.
H. " Economic Value
Added" or "EVA " means the NOPAT that remains after subtracting
the Capital Charge, expressed as follows:
EVA = NOPAT - Capital Charge
EVA may be positive or negative.
I. Effective Date
. February 27, 1995, the date as of which the Plan first
applies to the Company.
J. " EVA Leverage
Factor " means the adjustment factor reflecting deviation in
the use of capital employed as a percentage of capital employed.
For purposes of this Plan, the Company's EVA Leverage Factor is
determined to be 5% of the monthly average net operating capital
employed during the prior Plan year.
K. " NOPAT " means
cash adjusted net operating profits after taxes for the Plan Year,
calculated as follows:
Net Sales
- Cost of
Goods Sold
(+ -) Change in LIFO
Reserve
-
Engineering/Selling & Admin.
(+ -) Change in Bad Debt
Reserve
(+ -) Other Income &
Expense excluding Interest Income or Expenses
(+ -) Other Unusual Income or
Expense Items (See Section VI. B.)
(+ -) Amortization of Unusual
Income or Expense Items
- Cash Taxes on the Above (+/-
change in deferred tax liability)
L. “
Participant ” means individual who has satisfied the
eligibility requirements of the Plan as provided in
Section IV.
M. " Plan Year "
means the one-year period coincident with the Company's fiscal
year.
N. " Executive
Officers " means those Participants designated as Executive
Officers by the Compensation Committee with respect to any Plan
Year.
O. " Senior
Managers " means those Participants designated as Senior
Managers by the Compensation Committee with respect to any Plan
Year.
P. " Target EVA "
means the target level of EVA for the Plan Year, determined as
follows:
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Current
Plan
Year Target
EVA
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=
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Prior Year Prior
Year
Target
EVA +
Actual
EVA
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+
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Expected
Improvement
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2
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Expected Improvement will be approved by the
Board of Directors annually, based on past practice and
consideration for current relevant economic conditions. Regardless
of the above defined formula, the Current Plan Year Target EVA
cannot be less than the Expected Improvement approved by the Board
of Directors.
IV.
ELIGIBILITY
A. Eligible
Positions . In general, only Executive Officers and Senior
Managers selected by the Compensation Committee may be eligible for
participation in the Plan. However, actual participation will
depend upon the contribution and impact each eligible employee may
have on the Company's value to its shareholders, as determined by
the Compensation Committee.
B. Nomination and
Approval . Each Plan Year, the Chairman and President will
nominate eligible employees to participate in the Plan for the next
Plan Year. The Compensation Committee will have the final authority
to select Plan participants (the "Participants") among the eligible
employees nominated by the Chairman and President. Continued
participation in the Plan is contingent on approval of the
Compensation Committee.
C. Employee
Performance Requirement . Employees whose performance is rated
“Needs Improvement” on their annual performance review
will not be eligible for an EVA bonus applicable to the year
covered by such performance review. However, if the employee so
rated is subject to a performance improvement plan, and
successfully meets the requirement of the plan in the time frame
prescribed, the employee’s EVA eligibility will be
reinstated, and the EVA bonus will be paid with the next regular
payroll check following reinstatement.
V.
INDIVIDUAL PARTICIPATION LEVELS
A. Calculation of
Accrued Bonus . Each Participant's Accrued Bonus will be
determined as a function of the Participant's Earned Wages, the
Participant's Target Incentive Award (provided in Section V.B.,
below), Company Performance Factor (provided in Section VI.A.) and
the Individual Performance Factor (provided in Section VI.C.) for
the Plan Year. Each Participant's Accrued Bonus will be calculated
as follows:
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Participant's
Earned Wages
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x
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Target
Incentive
Award
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x
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Company
Performance
Factor
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+
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Individual
Performance Factor
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2
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B. Target Incentive
Award . The Target Incentive Award will be determined according
to the following schedule:
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Position
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Target Incentive Award
(% of
Base Salary)
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Chairman (if also CEO of Company)
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75%
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President
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65%
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Executive Vice President
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50%
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Vice President
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35%
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Senior Managers (as specified in
Exhibit A)
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12%-20%
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VI.
PERFORMANCE FACTORS
A. Company Performance
Factor Calculation. For any Plan Year, the Company Performance
Factor will be calculated as follows:
Company Performance
Factor = 1.00 + Actual EVA - Target EVA
EVA Leverage
Factor
B. Adjustments to
Company Performance . When Company performance is based on
Economic Value Added or other quantifiable financial or accounting
measure, it may be necessary to exclude significant, unusual,
unbudgeted or noncontrollable gains or losses from actual financial
results in order to measure performance properly. The Compensation
Committee will decide those items that shall be considered in
adjusting actual results. For example, some types of items that may
be considered for exclusion are:
(1) Any gains or losses
which will be treated as extraordinary in the Company's financial
statements.
(2) Profits or losses of
any entities acquired by the Company during the Plan Year, assuming
they were not included in the budget and/or the goal.
(3) Material gains or
losses not in the budget and/or the goal which are of a
nonrecurring nature and are not considered to be in the ordinary
course of business Some of these would be as follows:
(a) Gains or losses from
the sale or disposal of real estate or property.
(b) Gains resulting from
insurance recoveries when such gains relate to claims filed in
prior years.
(c) Losses resulting from
natural catastrophes, when the cause of the catastrophe is beyond
the control of the Company and did not result from any failure or
negligence on the Company's part.
C. Individual
Performance Factor Calculation . Determination of the I